Confidentiality agreement provided by www.bufete-calzada.com. All rights reserved.
If you have any queries, please write to or call 95 282 76 74.
AGREEMENT OF CONFIDENTIALITY AND NON-DISCLOSURE OF INFORMATION
This Confidentiality Agreement ("Agreement") is made and effective in ______(town) on the ____ of ______200__, by and between:
______(name and surnames of the OWNER), acting in his/her own name and right / in the name and on behalf of ______(name of the company or website), with address for the purposes of the present Agreement at ______(street, number, floor, letter; in principle the business address or headquarters of the business) in ______(town and postcode), hereinafter “THE OWNER”.
And, ______(name and surnames of the potential investor), acting in his/her own name and right / in the name and on behalf of ______(name of the company), with address for the purposes of the present agreement at ______(street, number, floor, letter) in ______(city and postcode), hereinafter “THE INVESTOR”.
Both parties mutually recognise legal capacity sufficient and ample enough to bind and to this end enter into the present Agreement of Confidentiality and Non-disclosure of Information, in the following TERMS AND CONDITIONS:
ONE.- Object. The present Agreement refers to information supplied by THE OWNER to the INVESTOR, whether it be in oral, graphic or written form, and in these last two cases, which has already been included in the “Business Plan” or in any other type of document, in this course of negotiations currently taking place / which are to take place in order to ______.
TWO.- 1. THE INVESTOR shall use the information disclosed by the OWNER exclusively for the purpose mentioned in Condition One, above, and THE INVESTOR undertakes to maintain the strictest confidentiality with regard to this information, to convey this obligation not to disclose to his/her employees, associates and any other persons who, as a result of their relationship with THE INVESTOR, need to have access to this information for proper fulfilment of the obligations of the INVESTOR towards the OWNER.
2. THE INVESTOR or the persons mentioned in the previous paragraph may not reproduce, modify, make public or disclose to third parties the information which is the object of the present Agreement without prior express written authorisation from the OWNER.
3. Equally, THE INVESTOR shall adopt with regard to the information which is the object of the present Agreement the same security measures he/she would normally adopt in respect of confidential information of his/her own Company, ensuring in so far as is possible that said information is not lost, stolen or removed.
THREE.- Without prejudice to the terms and conditions of the present Agreement, both parties accept that the obligation not to disclose shall not apply in the following cases:
a) When the information is in the public domain at the time at which is given to the INVESTOR or, once the information has been supplied, this enters the public domain without infraction of any of the Terms and Conditions of the present Agreement.
b) When the INVESTOR was already apprised of this information prior to signing of the present Agreement and without obligation not to disclose.
c) When current legislation or a legal injunction requires that it be disclosed. THE INVESTOR shall notify THE OWNER of this circumstance and shall do everything possible to ensure that the information is given confidential treatment.
d) If THE INVESTOR can prove that the information was developed or received from third parties, in a manner entirely independent from his/her relationship with the OWNER.
FOUR.- The intellectual property rights of the information which is the object of this Agreement belong to the OWNER and disclosure to the INVESTOR for the purpose stated in Condition One, above, shall in no way affect this situation.
If the information is revealed, disclosed or used by THE INVESTOR in a manner different from the object of the present Agreement, either intentionally or due to mere negligence, THE INVESTOR shall compensate THE OWNER for any resulting damage or prejudicial consequences, without prejudice to any civil or criminal proceedings which may correspond to the latter. (if so desired, a specific amount for compensation can be agreed upon here).
FIVE.-, The parties are obliged to return any documentation supplied in any type of format and, where appropriate, any copies made of this documentation, and which constitutes information protected by the obligation not to disclose which is the object of the present Agreement if for whatever reason the relationship between the two parties is terminated.
SIX.- The present Agreement shall come into effect from the time at which it is signed by both parties, and shall remain valid for a period of ______after finalisation of the relationship between the parties or, where appropriate, the provision of the service.
SEVEN.- The present Agreement shall be governed and construed in accordance with the laws of ______(country). The parties hereto agree that any dispute or conflict arising out of the interpretation and/or fulfilment of this Agreement shall be referred to the Law Courts of ______, and expressly renounce any other jurisdiction.
IN WITNESS WHEREOF, and in recognition of the terms set forth herein, both parties hereby sign in duplicate, at the place and on the date first above written.
THE INVESTOR, / THE OWNER,Signed: Mr./Ms. ______/ Signed: Mr./Ms. ______
(ATTENTION: BE SURE TO SIGN ALL PAGES OF THE AGREEMENT)